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This employee confidentiality and invention assignment agreement (hereinafter, the “Agreement”) is entered into on October 13, 2007, by and between Rubicon, LLC, a California Limited Liability Company (“Company”) and_____________________________ (hereinafter, "Employee").

In consideration of Employee's continued employment and the compensation paid to Employee, Employee hereby acknowledges and agrees with the Company as follows:

I. EFFECTIVE DATE

This Agreement is effective upon full execution by the parties hereto.

II. CONFIDENTIAL INFORMATION AND NON-COMPETITION

A. Confidential Information

The Company has and will develop, compile, and own certain proprietary techniques and confidential information which have great value in its business (said techniques and information referred to in this Agreement collectively as “Confidential Information”). The Company has and will also have access to Confidential Information of its Clients (“Clients” shall be defined as any persons or entities to whom the Company provides goods or services or from whom the Company or Employee obtains information). Confidential Information includes not only information disclosed by the Company or its Clients to Employee in the course of his or her employment, but also information learned by Employee during the course of his or her employment with the Company. Confidential Information shall be broadly defined to include: (i) all information that has or could have commercial value or other utility in the business in which the Company or its Clients are engaged or would contemplate engaging and (ii) all information of which the unauthorized disclosure could be detrimental to the interests of the Company or its Clients, whether or not such information is identified as Confidential Information by the Company or its Clients. By example, and not by way of limitation, Confidential Information shall include any and all information concerning teaching techniques, processes, formulas, trade secrets, innovations, inventions, recipes, discoveries, improvements, research or development, test results, specifications, data, know-how, formats, marketing plans, business plans, strategies, forecasts, unpublished financial information, sales information, budgets, projections, price lists, and customer and supplier identities, characteristics, and agreements.

B. Protection of Confidential Information

Employee agrees that at all times during and after his or her employment, he or she will hold in trust, keep confidential, and not disclose to any third party or make any use of the Confidential Information of the Company or Clients except for the benefit of the Company or Clients and in the course of his or her employment with the Company. Employee further agrees not to cause the transmission, removal, or transport of Confidential Information from any of the Company's business locations without prior written approval from the Company's Managing Member. Employee acknowledges that he or she is aware that the unauthorized disclosure of Confidential Information of the Company or Clients may be highly prejudicial to their interests, an invasion of privacy, and an improper disclosure of trade secrets. Whenever the approval, designation, specification, or other act of the Company's Managing Member is required under this Agreement, the Managing Member may, by written designation, authorize an agent of the Company to perform such act.

C. Non-Solicitation During Employment

Except with the express written prior consent of the Company's Managing Member, Employee agrees that he or she will not, during the period of his or her employment with the Company: (1) induce any other employee of or consultant to the Company to engage in any employment or activity other than for the Company in any business in which the Company is engaged or contemplates engaging; or (2) solicit any Clients or potential customers of the Company for goods or services similar to those sold or performed by the Company even though not competitive therewith. During the period of his or her employment with the Company, should the Employee accept any employment or activity other than for the Company in any business in which the Company is engaged or contemplates engaging, the Employee shall immediately inform the Company of the employer’s name and address.

III. PRIOR KNOWLEDGE AND RELATIONSHIPS

A. Prior knowledge

Except as disclosed on Exhibit A to this Agreement, Employee has no knowledge of any of the Company's Confidential Information, other than the information he or she has learned from Company.

B. Prior Commitments

Employee has no other agreements, relationships, or commitments to any other person or entity that conflict with or would prevent Employee from performing Employee's obligations to the Company under this Agreement.

C. Proprietary Information or Trade Secrets of Others

Employee will not disclose to the Company, or use, or induce the Company to use, any proprietary or confidential information or trade secrets of others. Employee represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.

D. Prior Inventions

Employee has disclosed in Exhibit A, a complete list of all Inventions that are proprietary to the Employee and that Employee wants to exclude from the application of this Agreement. Company will receive and hold all such disclosures in confidence.

E. Concurrent Employment

During the period of his or her employment with the Company, Employee may maintain concurrent employment or activity other than for the Company in any business in which the Company is engaged or contemplates engaging. The Employee shall disclose the concurrent employer’s name and address in Exhibit A hereto.

IV. ASSIGNMENT OF EMPLOYEE INNOVATIONS

A. Disclosure

Employee will promptly disclose in writing to the Company all discoveries, developments, designs, ideas, innovations, improvements, inventions, formulas, processes, techniques, know-how, and data (whether or not patentable or registrable under copyright or similar statutes) made, conceived, reduced to practice, or learned by Employee (either alone or jointly with others) during the period of his or her employment which (1) result from efforts done in whole or in part during time for which Employee was being compensated by the Company, or (2) result from the use of the Company's equipment, supplies, facilities, or trade secret information, or (3) relate at the time of conception or reduction to practice to the Company's actual or demonstrably anticipated research or development, or (4) result from work performed by Employee for the Company, (all of the foregoing being referred to in this Agreement as “Innovations”).

B. Assignment of Innovations

Employee acknowledges and agrees that all Innovations belong to and shall be the sole property of the Company and will be Innovations of the Company subject to the provisions of this Agreement. Employee hereby assigns to the Company all right, title, and interest Employee may have or may acquire in and to all Innovations. Employee agrees to sign and deliver to the Company (either during or subsequent to his or her employment) such other documents as the Company considers desirable to evidence (1) the assignment of all rights of Employee, if any, in any Innovations to the Company and/or (2) the Company's ownership of such Innovations. Any provision in this Agreement requiring Employee to assign rights to an Innovation does not apply to any invention that qualifies under California Labor Code §2870, which section is reproduced in Exhibit B hereto.

C. Limited Power of Attorney

In the event the Company is unable to secure Employee's signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Innovation, whether due to mental or physical incapacity or any other cause, Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as his or her agent and attorney-in-fact, to act for and in his or her behalf and stead to execute and file any such document and to all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections with the same force and effect as if executed and delivered by the Employee.

V. TERMINATION OF EMPLOYMENT

A. Delivery of Documents and Data on Termination of Employment

In the event of termination (voluntary or otherwise) of Employee's employment with the Company, Employee agrees, promptly and without request, to deliver to and inform the Company of all documents and data pertaining to his or her employment and the Confidential Information of the Company or Clients, whether prepared by Employee or otherwise coming into his or her possession or control. Employee will not retain any written or other tangible material containing any information concerning or disclosing any of the Confidential Information of the Company or Clients. Employee recognizes that the unauthorized taking of any of the Company's trade secrets is a crime under California Penal Code section 499 (c) and is punishable by imprisonment in a state prison or in a county jail for a time not exceeding one year, or by a fine not exceeding five thousand dollars ($5,000.00), or by both such fine and such imprisonment. Employee further recognizes that such unauthorized taking of the Company's trade secrets could also result in civil liability under California Uniform Trade Secret Act (Civil Code §3426-3426.11), and that willful misappropriation may result in an award against Employee for triple the amount of the Company's damages and the Company's attorneys' fees in collecting such damages.

B. Obligations of Employee After Termination of Employment.

In the event of termination (voluntary or otherwise) of Employee's employment with the Company, Employee agrees that he or she will protect the value of the Confidential Information of the Company and Clients and will prevent the misappropriation or disclosure thereof. Employee will not sell, transfer, disclose or otherwise use or exploit the Company's or Clients’ Confidential Information or use Confidential Information to his or her benefit (or the benefit of any third party) or to the detriment of the Company or its Clients. Employee further agrees that following the termination of Employee’s Employment with the Company, Employee will not take any action that would unfairly compete with the Company or that would aid others in unfairly competing with the Company. Employee further agrees that for a period of one (1) year immediately following termination (voluntary or otherwise) of Employee's employment with the Company, Employee will not interfere with the Company’s business by soliciting an employee to leave the Company's employ or by inducing a consultant to sever the consultant's relationship with the Company.

VI. ADDITIONAL PROVISIONS

A. Injunctive Relief

Because Employee's breach of this Agreement may cause the Company irreparable harm for which money is inadequate compensation, Employee agrees that the Company will be entitled to injunctive relief to enforce this Agreement, in addition to damages and other available remedies.

B. Attorneys' Fees

If any legal action and/or arbitration proceeding is instituted to enforce the terms of this Agreement, the prevailing party, in addition to any other relief it may be entitled, shall be entitled to an award of such reasonable attorney's fees as may be established by the court or arbitrator rendering the decision in the matter.

C. Materiality of Covenants

Employee acknowledges and agrees that the covenants and protections set forth herein are a material condition to his or her employment with and compensation by the Company.

D. Amendment and Binding Effect

This Agreement may be modified, amended, or cancelled, or a provision hereof waived, in whole or in part, only by means of a written instrument executed by both of the parties hereto stating an Agreement to so modify, amend, cancel, or waive. This Agreement shall be binding on the heirs, executors, administrators, and other legal representatives and assigns of Employee and is for the benefit of the Company and its successors and assigns.

E. Choice of Law and Forum

This Agreement shall be construed in accordance with, and shall be governed by the laws of the State of California without giving effect to the conflict of laws principles. Any litigation arising out of the subject matter hereof shall be filed and tried in the County of Los Angeles, state of California.

F. Rights and Remedies Cumulative

The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive said party's right to utilize any or all other remedies. Said rights and remedies are in addition to any other rights the parties may have under law, statute, ordinance, or otherwise, which are not specifically waived under the provisions hereof.

G. Waiver

The waiver by the Company of a breach of this Agreement committed by Employee shall not operate to create a waiver as to any subsequent breach of this Agreement by Employee.

H. Partial Invalidity

If any term, provision, covenant, or condition, or subpart thereof, in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, all other provisions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and shall be construed in such a manner as gives full force and effect to the intent of the valid portions hereof.

I. Employment at Will

Employment and compensation can be terminated, with or without cause, and with or without notice, at any time, at the option of the Company or the Employee. Nothing contained herein shall limit or otherwise alter the foregoing.

J. Affiliates

Employee may have occasion to learn the Confidential Information of the Company’s Affiliates. Employee agrees that at all times during and after his or her employment, he or she will hold in trust, keep confidential, and not disclose to any third party or make any use of the Confidential Information of the Company’s Affiliates. In the event of termination (voluntary or otherwise) of Employee's employment with the Company, Employee agrees that he or she will protect the value of the Confidential Information of the Company’s Affiliates and will prevent the misappropriation or disclosure thereof.

K. Entire Agreement

This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto regarding the subject matter hereof and contains all of the covenants and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made to any party to the other, or to anyone acting on behalf of any party, which are not embodied herein, and that no agreement, statement, or promise not contained in this Agreement shall be valid or binding.

CAUTION:

THIS AGREEMENT AFFECTS YOUR RIGHTS TO INNOVATIONS YOU MAKE DURING YOUR EMPLOYMENT, AND RESTRICTS YOUR RIGHT TO DISCLOSE OR USE THE COMPANY'S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO YOUR EMPLOYMENT.

EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS. EMPLOYEE HAS COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT AND HAS RECEIVED A COPY OF THE WRITTEN NOTIFICATION TO EMPLOYEE CONTAINING CALIFORNIA LABOR CODE SECTION 2870.
ACCEPTED AND AGREED TO:

1. Confidential Information. I acknowledge at this time that except as set forth below, I have no knowledge of the business or the Confidential Information of the Company or its Clients, except for information that has been disclosed to me by the Company or its Clients. (Please explain all knowledge of the business or the Confidential Information of the Company or Clients or if none, so state “NONE”):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

2. Conflicting Relationships. I acknowledge that except as set forth below, I have no other current or prior agreements, relationships, or commitments that conflict with this Agreement or with my relationship with the Company other than the following (Please explain such agreement, relationships or commitments below or if none, so state “NONE”):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

3. Prior Inventions. I acknowledge that except as set forth below, I have not made or reduced to practice, alone or jointly with others, any inventions or innovations (Please explain such prior inventions or if none, so state “NONE”):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

4. Concurrent Employment. I acknowledge I am obligated to inform the Company of any
concurrent employment I may have while employed by Company in any business in which the Company is engaged or contemplates engaging. Accordingly, I am currently employed by (Please state the name and address of your concurrent employer and explain the nature of your employment):

__________________________________________________________________

__________________________________________________________________

___________________________________________________________________

___________________________________________________________________

EXHIBIT B

WRITTEN NOTIFICATION TO EMPLOYEE

In accordance with Labor Code section 2872, you are hereby notified that your Confidentiality and Invention Assignment Agreement does not require you to assign to the Company any invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on your own time, and (1) which does not relate at the time of creation or reduction to practice to the Company's business or to the Company's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by you for the Company.

You are hereby provided a copy of California Labor Code section 2870, which states, verbatim:

§2870. Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Product manufactured in concentrate form through heat at normal or reduced pressure, made of reconstituted milk with the aggregate of glucose syrup and white sugar.

MANUFACTURING PROCESS

Milk power is reconstituted with water and its ºBrix and pH are measured.
pH is adjusted through the aggregate of sodium bicarbonate.
Then, the reconstituted milk is taken to a blending table where the glucose syrup and sugar are added.
Once the mixture is homogenous, it is taken to a pan where the concentrate is made till 68ºBx are reached.
In this step the mixture reaches 100ºC during 30 minutes, at least.
Once the ºBx are reached, the concentrate process is interrupted and cooled at 80ºC.
Finally, preservatives are added and the product is packed.

 Body: Consistent, with a cut and a brief end.
 Texture: Smooth, with a brightness similar to the homogenized jam.
 Colour: Typical brown.
 Smell: Typical, without strange smells.
 Flavour: Typical, without strange smells.
 Syneresis: None in the trial of extrusion and storage during its shelf life.
 Foreign bodies: None

The ES 2050 (wall mounted) and ES 2051 (panel mounted) controllers are designed for the monitoring and control of simplex (single exchange column) and duplex (twin exchange columns) water softener installations.

Whilst a simplex installation can not provide softened water to service when the exchange column is in regeneration, a duplex installation is capable of providing treated water from one column whilst the other is being regenerated. Duplex plants can be operated either in duty/standby mode (one unit in service, the other either in regeneration or waiting to be called into service), or in parallel mode (both units in service except when one is regenerating). The regeneration of an exchange column is effected either by one central control valve or by means of a pilot system controlling individual valves.

Regeneration is usually initiated after a measured volume of water has passed through the plant, this volume is automatically calculated when the exchange capacity and the feed water hardness are programmed into the controller. Alternatively the regeneration cycle may also be initiated either, after a predetermined time period, or, by the operation of an external contact e.g. hardness monitoring equipment, or, push button, or, based on the real time clock. Because, particularly with simplex plants, there can be periods of the day when regeneration would be undesirable, e.g. periods of high demand, the control can be programmed so that regeneration cannot take place between certain times. When this postponed regeneration facility is in use, any initiation signal is stored and a display indicates the earliest time at which the already initiated regeneration cycle may commence.

An external contact may be used to:
a) inhibit or abort a regeneration cycle
b) open or close the service valve.

In order to prevent microbiological degradation of the unit due to prolonged periods of non operation, the stand by unit of a duplex water softener installation can be regenerated immediately prior to being put into service.

A minimum time interval between successive regeneration cycles may be set, thus allowing brine systems to recover between regeneration’s, if necessary.

Five volt free relay contacts are available for control of valves, pumps, lamps, etc. or can be used for remote monitoring.

1. Additional programme relay (programmable):
a) available before, during or after part of the regeneration cycle.
b) can be used to open a dump valve flushing the plant to drain each time a pre-set
volume of treated water has been produced.
c) allows control of a valve or pump during the regeneration or service.
2. Regeneration relay:
Contact available during the regeneration cycle.
3. Flow pulse relay (programmable):
a) repeats the contact of the water meter for remote monitoring of water use.
b) used to control the fill valve of the chemical tank.
4. Warning relay:
Programmable warning contact.
5. Alarm relay:
Programmable fault contact.